Conditions Precedent to the Initial Loan. The obligation of the Lender to make a Loan on the Closing Date is subject to the satisfaction of the following conditions precedent before or concurrently with the making of such Loan: (a) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby. (b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby. (c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender). (d) The Lender shall have received on or before the Closing Date the following, each dated such day, in form and substance satisfactory to the Lender: (i) The Note to the order of the Lender. (ii) Certified copies of the resolutions of the Board of Directors of Credit Agreement each Loan Party approving this Agreement, the Note, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document. (iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder. (iv) A guaranty in substantially the form of Exhibit D (as amended, supplemented or modified from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantor. (v) A pledge agreement in substantially the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with: (A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify, (B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and (C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken. (vi) A favorable opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan Parties, in form and substance satisfactory to the Lender. (vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Lender.
Appears in 2 contracts
Samples: Credit Agreement (Muehlstein Holding Corp), Credit Agreement (Muehlstein Holding Corp)
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a the initial Loan is subject to satisfaction of the conditions precedent that the Lender shall have received, on the Closing Date is subject to the satisfaction of the following conditions precedent before or concurrently with the making of such Loan:
(a) There shall exist no actionDate, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date the following, each dated such daythe Closing Date unless otherwise indicated, in form and substance reasonably satisfactory to the Lender:
(ia) The Note to the order of the Lender.
(ii) Certified copies of the resolutions of the Board of Directors of Credit Agreement each Loan Party approving this Agreement, the Note, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iiib) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) the resolutions of its Board of Trustees or Directors, as appropriate, approving each Loan Document to which it is a party, (ii) all documents evidencing other necessary trust or corporate action, as appropriate, and required governmental and third party approvals, licenses and consents with respect to each Loan Document to which it is a party and the transactions contemplated thereby, (iii) a copy of its and each of its Subsidiaries' declaration of trust, certificates of incorporation and By-Laws, as appropriate, as of the Closing Date, and (iv) the names and true signatures of each of its officers who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Person.
(c) A copy of the officers declaration of trust or articles or certificate of incorporation, as appropriate, of each Loan Party and of each of its Subsidiaries (if any) which is not a Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party authorized or Subsidiary, together with certificates of such official attesting to sign this Agreement, the Note, good standing of each other such Loan Document to which it is or is to be a party Party and the other documents to be delivered hereunder and thereunderSubsidiary.
(ivd) A guaranty in substantially the form Favorable opinions of Exhibit D (as amended, supplemented or modified from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantor.
(v) A pledge agreement in substantially the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect Xxxxxxxx & Worcester and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable opinion of XxXxxxxxx, Will Piper & XxxxxMarbury, counsel for to the Loan Parties, in form substantially the forms attached as Exhibit D, and substance satisfactory as to such other matters as the Lender may reasonably request.
(e) A Negative Pledge Agreement in respect of each of the Hotel Facilities including, without limitation, each Collateral Property, duly executed and acknowledged by the Borrower or its Subsidiary, as applicable.
(f) A copy of the Operating Lease and Management Agreement, if any, in respect of each Hotel Facility, each certified by a Responsible Officer.
(g) Evidence that the insurance required by the terms of the Collateral Documents and by Section 7.04 is in full force and effect.
(h) A written report of an investigation by an environmental consultant, reasonably acceptable to the Lender, addressing any significant environmental, health and safety violations, hazards or liabilities to which the Borrower or any of its Subsidiaries may be subject, which report shall demonstrate, to the reasonable satisfaction of the Lender, that the Borrower and its Subsidiaries and their operations are in compliance in all material respects with all applicable Environmental Laws and are not subject to any material Environmental Liabilities and Costs.
(viii) Such additional documents, information and materials as the Lender may reasonably request.
(j) The Lender shall have received evidence satisfactory to it that all costs and accrued and unpaid fees and expenses (including, without limitation, legal fees and expenses) required to be paid to the Lender under Section 10.04, to the extent then due and payable, have been paid.
(k) A favorable opinion certificate, signed by a Responsible Officer of Shearman & Sterlingthe Borrower, counsel stating that the statements set forth in Section 4.02(a) and 4.02(b) are true and correct on the Closing Date, after giving effect to the Loans being made on the Closing Date.
(l) A copy of the Advisory Agreement certified by a Responsible Officer.
(m) The Subordination Agreement duly executed and acknowledged by the Borrower and the Advisor.
(n) A Mortgage duly executed and acknowledged by the Borrower or a Subsidiary of the Borrower for the Administrative Agenteach Collateral Property, in form and substance satisfactory such amount as shall be reasonably acceptable to the Lender, securing all of the Obligations.
Appears in 1 contract
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a the initial Loan is subject to satisfaction of the conditions precedent that the Lender shall have received, on the Closing Date is subject to the satisfaction of the following conditions precedent before or concurrently with the making of such Loan:
(a) There shall exist no actionDate, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date the following, each dated such daythe Closing Date unless otherwise indicated, in form and substance reasonably satisfactory to the Lender:
(ia) The Note to the order of the Lender.
(ii) Certified copies of the resolutions of the Board of Directors of Credit Agreement each Loan Party approving this Agreement, the Note, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iiib) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) the resolutions of its Board of Trustees or Directors, as appropriate, approving each Loan Document to which it is a party, (ii) all documents evidencing other necessary trust or corporate action, as appropriate, and required governmental and third party approvals, licenses and consents with respect to each Loan Document to which it is a party and the transactions contemplated thereby, (iii) a copy of its and each of its Subsidiaries' declaration of trust, certificates of incorporation and By-Laws, as appropriate, as of the Closing Date, and (iv) the names and true signatures of each of its officers who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Person.
(c) A copy of the officers declaration of trust or articles or certificate of incorporation, as appropriate, of each Loan Party and of each of its Subsidiaries (if any) which is not a Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party authorized or Subsidiary, together with certificates of such official attesting to sign this Agreement, the Note, good standing of each other such Loan Document to which it is or is to be a party Party and the other documents to be delivered hereunder and thereunderSubsidiary.
(ivd) A guaranty favorable opinion of Sullivan & Worcester, counsex xx xxx Loan Parties, in substantially the form of Exhibit D D, and as to such other matters as the Lender may reasonably request.
(e) A Negative Pledge Agreement in respect of each of the Initial Hotels, duly executed and acknowledged by the Borrower.
(f) Mortgage Documents, duly executed and acknowledged where appropriate, in respect of each of the Initial Selected Properties including, without limitation, payment of the Mortgage Payments in respect of such Initial Selected Properties.
(g) Assignment Agreements in respect of the Management Agreements for each Initial Selected Property duly executed by the Borrower or its Subsidiary, as amendedapplicable, supplemented and the Manager.
(h) Security Agreements in respect of the FF&E Reserves for each of the Initial Hotels duly executed by the Borrower or modified from time to time in accordance with its termsSubsidiary, as applicable, the "Guaranty")Operating Lessee and the Manager, provided that, to the extent the FF&E Reserve in respect of each Initial Selected Property is not consolidated with other FF&E Reserves, the Lender shall accept in lieu of the foregoing, Security Agreements in respect of the FF&E Reserves for each Initial Selected Property, duly executed by the Guarantor.
(v) A pledge agreement in substantially the form of Exhibit E (Borrower or its subsidiary, as amended, supplemented or modified from time to time in accordance with its termsapplicable, the "Pledge Agreement"), duly executed by Operating Lessee and the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been takenManager.
(vi) A favorable opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan Parties, in form and substance satisfactory to the Lender.
(vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Hospitality Properties Trust)
Conditions Precedent to the Initial Loan. The agreement of Lender to make each Loan, including the first loan to be made after the date hereof (the "INITIAL LOAN"), is subject to the satisfaction or written waiver by Lender, concurrently with the making of each such Loan (except as otherwise specified herein), of the following conditions precedent:
(a) The obligation of the Lender to make a advance the Loan on the Closing Date Sum (or any part thereof) to ESP, pursuant to any Drawdown Notice, is subject to the satisfaction of the following conditions precedent before or concurrently with the making of such Loan:
(a) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator and that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation Lender has first received all of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date the following, each dated such day, in form and substance satisfactory to Lender in its sole discretion.
(b) Upon the execution of this Agreement ESP, and ESP's Bank, and Lender and Lender's Bank shall respectively arrange and procure for the issuance of the following:
i) Within two (2) international banking days of signing this Agreement ESP shall procure issue by ESP's Bank of a Pre-advice bank to bank message per Exhibit "C".
ii) Within two (2) international banking days of the receipt by Lender's Bank of the pre-advice bank to bank message per Section 3.1.
(i) The Note above, Lender's bank shall issue SWIFT MT199 message to the order nominated Bank per text Exhibit "D".
iii) Within five (5) to fourteen (14) international banking days of SWIFT reply from per text Exhibit "E" attached, Lender shall procure issue by Lender's Bank of a Bank to Bank reply to ESP's Bank per the text of Exhibit "F".
iv) Prior to any request for Drawdown pursuant to this Agreement, ESP must procure the issue of Standby Letter of Credit with face value equal to or greater than the amount of the first Drawdown per Section 1 (b) (i) of Annexure "H", and at all times in compliance with all requirements of this Agreement.
(c) If any Security provided by ESP pursuant to this Agreement is not approved of by Lender by reason of the identity of the Issuer, or if the Security so provided is not negotiable/fundable by Lender in accordance with the standards set by the banking laws and regulations of the United States, or the European Union, then ESP may procure that an aval is issued by the Issuer from its corresponding bank in Western Europe or in the United States, or other location acceptable to Lender substantially in a form approved by Lender.
(iid) Certified copies The Conditions Precedent in clause 2.5 are for the benefit of the resolutions of the Board of Directors of Credit Agreement each Loan Party approving this Agreement, the Note, each other Loan Document to which it is or is to Lender and may be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder.
(iv) A guaranty in substantially the form of Exhibit D (as amended, supplemented waived or modified from time to time by it in accordance writing at any time. If the conditions precedent are not otherwise complied with its terms, by midnight (EST) on the "Guaranty"), duly executed by 21st day after the Guarantor.
(v) A pledge agreement in substantially the form date of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the this Agreement then Lender may deem necessary elect at any time thereafter to terminate this Agreement by notice to ESP whereupon neither party shall have any further right or desirable in order to perfect and protect claim against the first priority liens and security interests created under the Pledge Agreement has been takenother.
(vi) A favorable opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan Parties, in form and substance satisfactory to the Lender.
(vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Lender.
Appears in 1 contract
Samples: Loan Agreement (Environmental Service Professionals, Inc.)
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a the initial Loan on to the Closing Date Borrower is subject to satisfaction by the satisfaction Borrower of the following conditions precedent before or concurrently set forth in Sections 4.2 and 4.3 with respect to such Loan and the making of such Loan:
(a) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator further condition precedent that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date each of the following, each dated such day, date and in form and substance satisfactory to the Lender:
(ia) This Credit Agreement properly executed on behalf of the Borrower.
(b) The Note to Security Agreement, properly executed on behalf of the order Borrower.
(c) The Collateral Account Agreement, properly executed on behalf of the Collateral Agent, the Borrower, the Servicer and the Lender.
(d) The Servicing Agreement, properly executed on behalf of the Servicer, the Borrower and the Lender.
(e) The Underwriting and Marketing Agreement, properly executed on behalf of the parties thereto.
(f) The Exclusivity Agreement, properly executed on behalf of all parties thereto.
(g) Current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against the Borrower or the Servicer, (ii) no financing statements or other notifications or filings have been filed and remain in effect against the Borrower, other than those for which the Lender has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 7.1.
(h) Certified copies of the resolutions of the Board manager(s) and members, or board of Directors directors, as appropriate, of Credit Agreement each the Borrower, evidencing approval of all Loan Party approving this Agreement, the Note, each other Loan Document Documents to which it the Borrower is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party and the other matters contemplated thereby.
(i) Certified copies of resolutions of the of the board of directors of the Servicer, evidencing approval of all Loan Documents to which the Servicer is a party and the other matters contemplated thereby.
(j) Copies of the Articles of Incorporation, Bylaws, Certificates of Formation and Limited Liability Company or Operating Agreements of the Borrower and the Servicer, as appropriate, certified by an appropriate officer of each as being a true and correct copy thereof.
(k) Certificates of good standing of the Borrower and the Servicer, respectively, dated not more than sixty (60) days prior to the date hereof.
(l) Acknowledgment copies of effective financing statements filed on or prior to the date of the initial Loan, naming the Lender as secured party and the Borrower, as debtor, or such other similar instruments or documents as may be necessary or, in the opinion of the Lender, desirable under the UCC or any comparable law of all appropriate jurisdictions.
(m) A signed copy of a certificate of the managing member, secretary or assistant secretary of the Borrower, as appropriate which shall certify the names of the officers of the Borrower (or of the Borrower's managing member, as appropriate) authorized to sign the Loan Documents and the other documents or certificates to be delivered hereunder pursuant to this Agreement by the Borrower, including Borrowing Requests, together with the true signatures of such officers. The Lender may conclusively rely on such certificate until it shall receive a further certificate of the secretary or assistant secretary of the Borrower canceling or amending the prior certificate and thereundersubmitting the signatures of the members named in such further certificate.
(ivn) A guaranty in substantially signed copy of a certificate of the form secretary or assistant secretary of Exhibit D (as amended, supplemented the Servicer which shall certify the names of the officers of the Servicer authorized to sign the Servicing Agreement and the other documents or modified from time certificates to time in accordance with its terms, the "Guaranty"), duly executed be delivered pursuant thereto by the GuarantorServicer or any of its officers, together with true signatures of such officers. The Lender may conclusively rely on such certificate until it shall receive a further certificate of the secretary or assistant secretary of the Servicer canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate.
(vo) A pledge agreement in substantially the form signed copy of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable an opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan PartiesBorrower and the Servicer, in form and substance satisfactory addressed to the Lender.
(viip) A favorable opinion Evidence of Shearman & Sterling, counsel for all insurance required to be maintained by the Administrative Agent, in form and substance satisfactory to Servicer under the provisions of the Servicing Agreement.
(q) The limited liability company agreement of the Parent properly executed on behalf of the parties thereto.
(r) Such other items as shall be reasonably requested by the Lender.
Appears in 1 contract
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a the initial Loan on to the Closing Date Borrower is subject to satisfaction by the satisfaction Borrower of the following conditions precedent before or concurrently set forth in Sections 4.2 and 4.3 with respect to such Loan and the making of such Loan:
(a) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator further condition precedent that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date each of the following, each dated such day, date and in form and substance satisfactory to the Lender:
(ia) This Credit Agreement properly executed on behalf of the Borrower.
(b) The Note to Security Agreement, properly executed on behalf of the order Borrower.
(c) The Collateral Account Agreement, properly executed on behalf of the Collateral Agent, the Borrower, the Servicer and the Lender.
(d) The Servicing Agreement, properly executed on behalf of the Servicer, the Borrower and the Lender.
(e) A letter of even date herewith, regarding the Borrower's status as an Affiliated Party for purposes of the Exclusivity Agreement, properly executed on behalf of the Borrower.
(f) Current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against the Borrower or the Servicer and (ii) no financing statements or other notifications or filings have been filed and remain in effect against the Borrower, other than those for which the Lender has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 7.1.
(g) Certified copies of the resolutions of the Board manager(s) and members, or board of Directors directors, as appropriate, of Credit Agreement each the Borrower, evidencing approval of all Loan Party approving this Agreement, the Note, each other Loan Document Documents to which it the Borrower is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party and the other matters contemplated thereby.
(h) Certified copies of resolutions of the of the board of directors of the Servicer, evidencing approval of all Loan Documents to which the Servicer is a party and the other matters contemplated thereby.
(i) Copies of the Articles of Incorporation, Bylaws and Certificates of Formation of the Borrower, the Parent and the Servicer, as appropriate, certified by an appropriate officer of each as being a true and correct copy thereof.
(j) Certificates of good standing of the Borrower and the Servicer, respectively, dated not more than sixty (60) days prior to the date hereof.
(k) Acknowledgment copies of effective financing statements filed on or prior to the date of the initial Loan, naming the Lender as secured party and the Borrower, as debtor, or such other similar instruments or documents as may be necessary or, in the opinion of the Lender, desirable under the UCC or any comparable law of all appropriate jurisdictions.
(l) A signed copy of a certificate of the secretary or assistant secretary of the Borrower, which shall certify the names of the officers of the Borrower authorized to sign the Loan Documents and the other documents or certificates to be delivered hereunder pursuant to this Agreement by the Borrower, including Borrowing Requests, together with the true signatures of such officers. The Lender may rely conclusively on such certificate until it shall receive a further certificate of the secretary or assistant secretary of the Borrower canceling or amending the prior certificate and thereundersubmitting the signatures of the officers named in such further certificate.
(ivm) A guaranty in substantially signed copy of a certificate of the form secretary or assistant secretary of Exhibit D (as amended, supplemented the Servicer which shall certify the names of the officers of the Servicer authorized to sign the Servicing Agreement and the other documents or modified from time certificates to time in accordance with its terms, the "Guaranty"), duly executed be delivered pursuant thereto by the GuarantorServicer or any of its officers, together with true signatures of such officers. The Lender may rely conclusively on such certificate until it shall receive a further certificate of the secretary or assistant secretary of the Servicer canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate.
(vn) A pledge agreement in substantially the form signed copy of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable an opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan PartiesBorrower and the Servicer, in form and substance satisfactory addressed to the Lender.
(viio) A favorable opinion Evidence of Shearman & Sterling, counsel for all insurance required to be maintained by the Administrative Agent, in form and substance satisfactory to Servicer under the provisions of the Servicing Agreement.
(p) Such other items as shall be reasonably requested by the Lender.
Appears in 1 contract
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a the initial Loan on to the Closing Date Borrower is subject to satisfaction by the satisfaction Borrower of the following conditions precedent before or concurrently set forth in Sections 4.2 and 4.3 with respect to such Loan and the making of such Loan:
(a) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator further condition precedent that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date each of the following, each dated such day, date and in form and substance satisfactory to the Lender:
(a) This Credit Agreement and the Security Agreement, each properly executed on behalf of the Borrower;
(b) The Collateral Account Agreement, properly executed on behalf of the Collateral Agent, the Borrower, the Servicer and the Lender;
(c) The Servicing Agreement, properly executed on behalf of the Servicer, the Borrower and the Lender and the financial institution at which the Disbursement Account is established, pursuant to which the Lender is granted a first and prior lien on such account and control over it to perfect the Lender’s security interest therein, together with all agreements necessary to open such Disbursement Account;
(d) The Exclusivity Agreement, properly executed on behalf of all the parties thereto;
(e) Current searches of appropriate filing offices showing that (i) The Note to no state or federal tax liens have been filed and remain in effect against the order of Borrower or the Lender.Servicer and (ii) no financing statements or other notifications or filings have been filed and remain in effect against the Borrower, other than those for which the Lender has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 7.1;
(iif) Certified copies of the resolutions of the Board manager(s) and members, or board of Directors directors, as appropriate, of Credit Agreement each the Borrower, evidencing approval of all Loan Party approving this Agreement, the Note, each other Loan Document Documents to which it the Borrower is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party and the other matters contemplated thereby;
(g) Certified copies of resolutions of the of the board of directors of the Servicer, evidencing approval of all Loan Documents to which the Servicer is a party and the other matters contemplated thereby;
(h) Copies of the organizational documents of the Parent and the Servicer, as appropriate, certified by an appropriate officer of each as being a true and correct copy thereof;
(i) Certificates of good standing of the Borrower and the Servicer, respectively, dated not more than sixty (60) days prior to the date hereof;
(j) Acknowledgment copies of effective financing statements filed on or prior to the date of the initial Loan, naming the Lender as secured party and the Borrower, as debtor, or such other similar instruments or documents as may be necessary or, in the opinion of the Lender, desirable under the UCC or any comparable law of all appropriate jurisdictions;
(k) A signed copy of a certificate of the Manager of the Borrower, which shall certify the names of the officers of the Manager authorized to sign the Loan Documents on behalf of the Borrower and the other documents or certificates to be delivered hereunder pursuant to this Agreement by the Borrower, including Borrowing Requests, together with the true signatures of such officers. The Lender may rely conclusively on such certificate until it shall receive a further certificate of the Manager of the Borrower canceling or amending the prior certificate and thereunder.submitting the signatures of the officers named in such further certificate;
(ivl) A guaranty in substantially signed copy of a certificate of the form secretary or assistant secretary of Exhibit D (as amended, supplemented the Servicer which shall certify the names of the officers of the Servicer authorized to sign the Servicing Agreement and the other documents or modified from time certificates to time in accordance with its terms, the "Guaranty"), duly executed be delivered pursuant thereto by the Guarantor.Servicer or any of its officers, together with true signatures of such officers. The Lender may rely conclusively on such certificate until it shall receive a further certificate of the secretary or assistant secretary of the Servicer canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;
(vm) A pledge agreement in substantially signed copy of an opinion of counsel for the form Borrower, addressed to the Lender;
(n) Evidence of Exhibit E (as amended, supplemented or modified from time all insurance required to time in accordance with its terms, the "Pledge Agreement"), duly executed be maintained by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed Servicer under the Uniform Commercial Code provisions of the State of Connecticut covering the Collateral described in the Pledge Servicing Agreement, ; and
(Co) evidence that all Such other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan Parties, in form and substance satisfactory to items as shall be reasonably requested by the Lender.
(vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Lender.
Appears in 1 contract
Samples: Credit Agreement (NCO Group, Inc.)
Conditions Precedent to the Initial Loan. The obligation ---------------------------------------- of the each Lender to make a the Initial Loan shall not become effective until the date on the Closing Date is subject to the satisfaction which each of the following conditions, and each of the conditions precedent before set forth in Section 3.02, is satisfied (or concurrently waived in accordance with Section 11.02); provided that each of the making of such Loan:conditions set forth in this Section 3.01 shall be satisfied or waived no later than the Initial Credit Event Date.
(a) There The Administrative Agent (or its counsel) shall exist no action, suit, investigation, litigation or proceeding affecting have received from each party thereto either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect counterpart of this Agreement signed on behalf of such party or (ii) purports written evidence satisfactory to affect the legality, validity or enforceability Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement or any other Loan Document or the consummation Agreement) that such party has signed a counterpart of the transactions contemplated herebythis Agreement.
(b) All governmental The Lenders, the Administrative Agent, the Arrangers and third party consents each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to that certain fee letter dated July 6, 2000 or that certain amended and approvals necessary restated supplemental fee letter date July 14, 2000, in connection each case, executed and delivered with respect to the transactions contemplated hereby credit facility provided for herein, shall have been obtained (without received all fees required to be paid by the imposition of any conditions that are not acceptable to the Lender) and shall remain in effectInitial Credit Event Date, and no law all expenses for which invoices have been presented on or regulation shall be applicable in before the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herebyInitial Credit Event Date.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender Administrative Agent shall have received on or before the Closing Date the following, each dated such day, in form and substance satisfactory to the Lender:
(i) The Note to the order of the Lender.
(ii) Certified certified copies of the resolutions of the Board of Directors of Credit Agreement each Loan Party of the Guarantors and the Borrower approving this Agreement, the Note, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, and regulatory approvals with respect to this Agreement, the Note and each other Loan Document.
(iiid) A The Administrative Agent shall have received from each of the Borrower and the Guarantors, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Initial Credit Event Date, (i) listing the charters of the Borrower or such Guarantor, as the case may be, and each amendment thereto on file in such office (and, if possible, reflecting the Merger) and certifying that such amendments are the only amendments to the Borrower's or such Guarantor's charter, as the case may be, on file in such office, and (ii) stating that the Borrower, or such Guarantor, as the case may be, is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation.
(i) The Administrative Agent shall have received a certificate or certificates of each of the Borrower and each Guarantor, signed on behalf of the Borrower and such Guarantor respectively, by a the Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Initial Credit Event Date, certifying as to (A) the absence of any amendments to the charter of the Borrower or such Guarantor, as the case may be, since the date of the certificates referred to in paragraph (d) above, except as contemplated by the Merger Agreement or this Agreement in connection with the Transactions, (B) a true and correct copy of the bylaws of each of the Borrower or such Guarantor, as the case may be, as in effect on the Initial Credit Event Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or such Guarantor, as the case may be (but excluding the Guarantor Merger), (D) the truth, in all material respects, of the representations and warranties contained in the Credit Documents to which the Borrower or such Guarantor is a party, as the case may be, as though made on and as of the Initial Credit Event Date, (E) to the best knowledge of the officer signing such certificate, the truth, in all material respects, of the representations and warranties of all parties to the Merger Agreement contained therein, (1) with respect to representations and warranties that are not specifically limited to a prior date, as though made on the Initial Credit Event Date and immediately prior to the Effective Time, and (2) with respect to representations and warranties that are specifically limited to a prior date, on and as of such prior date; and (F) the absence, as of the Initial Credit Event Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.
(f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party of the Guarantors and the Borrower certifying the names and true signatures of the officers of such Loan Party Guarantor or the Borrower, as the case may be, authorized to sign sign, and signing, this Agreement, the Note, each other Loan Document to which it is or is to be a party Agreement and the other documents Credit Documents to be delivered hereunder and thereunderon or before the Initial Credit Event Date.
(ivg) A guaranty The Effective Time shall have occurred in substantially compliance with the form Merger Agreement and with all laws and regulations, including any state anti-takeover law regulating the Merger, and, in connection therewith, (i) (A) all applicable waiting or appeals periods shall have expired, (B) either no appeal shall have been initiated or all such appeals shall have been resolved, and (C) all requisite Governmental Authorities and other Persons shall have approved or consented to the Merger to the extent required, in each case, without the imposition of Exhibit D any materially burdensome or adverse conditions, (ii) all such approvals shall be in full force and effect, and (iii) and the Administrative Agent shall have received copies, certified by the Parent Guarantor, of all such filings made with, or approvals obtained from, any Governmental Authority in connection with the Merger as amendedthe Administrative Agent may request.
(h) The Administrative Agent shall have received written confirmation (i) from S&P that, supplemented or modified from time to time in accordance with its termsimmediately after the Effective Time, the "Guaranty")Index Debt will be rated at least BBB- by S&P, duly executed and (ii) from Xxxxx'x that, immediately after the Effective Time, the Index Debt will be rated at least Baa3 by Xxxxx'x.
(i) The Administrative Agent shall have received pro forma balance sheets as of the end of the fiscal quarter immediately preceding the Initial Credit Event Date and pro forma statements of operations and cash flows for the immediately preceding fiscal year of New NiSource and its Consolidated Subsidiaries and for the period from the end of such fiscal year to the end of the fiscal quarter immediately preceding the Initial Credit Event Date, (i) giving effect to the Transactions and (ii) demonstrating that, had the Effective Time occurred on the first day of the immediately preceding fiscal year of the Parent Guarantor, each of the financial covenants set forth in Article VII would have been satisfied as at the end of such fiscal year and at the end of each succeeding fiscal quarter ending on or before the Initial Credit Event Date, certified by the chief financial officer or treasurer of the Parent Guarantor.
(vj) A pledge agreement in substantially the form of Exhibit E The Administrative Agent shall have received (as amended, supplemented or modified i) from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable opinion of XxXxxxxxx, Will Xxxxxx Xxxxxx & Xxxxx, counsel for the Loan PartiesGuarantors and the Borrower, a favorable opinion, substantially in the form of Exhibit B hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request, and (ii) from the general counsel of each Subsidiary of a Credit Party that is subject to regulation as a public utility, a favorable opinion, in form and substance satisfactory to the LenderAdministrative Agent, as to the sufficiency of the approvals or consents obtained from the relevant Governmental Authorities of such State or, if no such approvals or consents were required, so stating.
(viik) A favorable opinion The Administrative Agent shall have received a certificate of Shearman & Sterlingthe Secretary or Assistant Secretary of the Borrower certifying as to (i) the aggregate Net Cash Proceeds, counsel for exclusive of Retained Proceeds, received by the Administrative AgentParent Guarantor and its Subsidiaries in respect of Reduction Events (A) on or after February 27, in form 2000, and substance satisfactory on or before the Effective Date, and (B) after the Effective Date and before the Initial Credit Event Date; and (ii) if Commercial Paper will be outstanding on the Initial Credit Event Date, the aggregate principal amount of such Commercial Paper. The occurrence of the Initial Credit Event Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the Lendermatters specified in paragraph (g) of this Section.
Appears in 1 contract
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a the initial Loan is subject to satisfaction of the conditions precedent that the entire maximum principal amount of the other Supplemental Facility shall have been advanced to the Borrower and that the Lender shall have received, on the Closing Date is subject to the satisfaction of the following conditions precedent before or concurrently with the making of such Loan:
(a) There shall exist no actionDate, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date the following, each dated such daythe Closing Date unless otherwise indicated, in form and substance reasonably satisfactory to the Lender:
(ia) The Note to the order of the Lender.
(ii) Certified copies of the resolutions of the Board of Directors of Credit Agreement each Loan Party approving this Agreement, the Note, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iiib) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) the resolutions of its Board of Trustees or Directors, as appropriate, approving each Loan Document to which it is a party, (ii) all documents evidencing other necessary trust or corporate action, as appropriate, and required governmental and third party approvals, licenses and consents with respect to each Loan Document to which it is a party and the transactions contemplated thereby, (iii) a copy of its and each of its Subsidiaries' declaration of trust, certificates of incorporation and By-Laws, as appropriate, as of the Closing Date, and (iv) the names and true signatures of each of its officers who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Person.
(c) A copy of the officers declaration of trust or articles or certificate of incorporation, as appropriate, of each Loan Party and of each of its Subsidiaries (if any) which is not a Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party authorized or Subsidiary, together with certificates of such official attesting to sign this Agreement, the Note, good standing of each other such Loan Document to which it is or is to be a party Party and the other documents to be delivered hereunder and thereunderSubsidiary.
(ivd) Favorable opinions of Sullivan & Worcester and Piper & Marbury, counsel to the Loan Partixx, xx substantially the forms attached as Exhibit D, and as to such other matters as the Lender may reasonably request.
(e) A guaranty Negative Pledge Agreement in substantially respect of each of the form of Exhibit D (as amendedHotel Facilities including, supplemented or modified from time to time in accordance with its termswithout limitation, the "Guaranty")each Collateral Property, duly executed and acknowledged by the GuarantorBorrower or its Subsidiary, as applicable.
(vf) A pledge agreement copy of the Operating Lease and Management Agreement, if any, in substantially respect of each Hotel Facility, each certified by a Responsible Officer.
(g) Evidence that the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed insurance required by the Guarantor, together with:terms of the Collateral Documents and by Section 7.04 is in full force and effect.
(Ah) A written report of an investigation by an environmental consultant, reasonably acceptable to the Series 1996-2 Certificate referred Lender, addressing any significant environmental, health and safety violations, hazards or liabilities to therein registered which the Borrower or any of its Subsidiaries may be subject, which report shall demonstrate, to the reasonable satisfaction of the Lender, that the Borrower and its Subsidiaries and their operations are in the name of such nominee compliance in all material respects with all applicable Environmental Laws and are not subject to any material Environmental Liabilities and Costs.
(i) Such additional documents, information and materials as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been takenreasonably request.
(vij) The Lender shall have received evidence satisfactory to it that all costs and accrued and unpaid fees and expenses (including, without limitation, legal fees and expenses) required to be paid to the Lender under Section 10.04, to the extent then due and payable, have been paid.
(k) A favorable opinion certificate, signed by a Responsible Officer of XxXxxxxxxthe Borrower, Will & Xxxxxstating that the statements set forth in Section 4.02(a) and 4.02(b) are true and correct on the Closing Date, counsel after giving effect to the Loans being made on the Closing Date.
(l) A copy of the Advisory Agreement certified by a Responsible Officer.
(m) The Subordination Agreement duly executed and acknowledged by the Borrower and the Advisor.
(n) A Mortgage duly executed and acknowledged by the Borrower or a Subsidiary of the Borrower for the Loan Partieseach Collateral Property, in form and substance satisfactory such amount as shall be reasonably acceptable to the Lender, securing all of the Obligations.
(vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Lender.
Appears in 1 contract
Samples: Second Supplemental Credit Agreement (Hospitality Properties Trust)
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a the initial Loan on to the Closing Date Borrower is subject to satisfaction by the satisfaction Borrower of the following conditions precedent before or concurrently set forth in Sections 4.2 and 4.3 with respect to such Loan and the making of such Loan:
(a) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator further condition precedent that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date each of the following, each dated such day, date and in form and substance satisfactory to the Lender:
(a) This Credit Agreement properly executed on behalf of the Borrower;
(b) The Security Agreement, properly executed on behalf of the Borrower;
(c) The Collateral Account Agreement, properly executed on behalf of the Collateral Agent, the Borrower, the Servicer and the Lender;
(d) The Servicing Agreement, properly executed on behalf of the Servicer, the Borrower and the Lender;
(e) The Exclusivity Agreement, properly executed on behalf of all the parties thereto;
(f) Current searches of appropriate filing offices showing that (i) The Note to no state or federal tax liens have been filed and remain in effect against the order of Borrower or the Lender.Servicer and (ii) no financing statements or other notifications or filings have been filed and remain in effect against the Borrower, other than those for which the Lender has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 7.1;
(iig) Certified copies of the resolutions of the Board manager(s) and members, or board of Directors directors, as appropriate, of Credit Agreement each the Borrower, evidencing approval of all Loan Party approving this Agreement, the Note, each other Loan Document Documents to which it the Borrower is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party and the other matters contemplated thereby;
(h) Certified copies of resolutions of the of the board of directors of the Servicer, evidencing approval of all Loan Documents to which the Servicer is a party and the other matters contemplated thereby;
(i) Copies of the Articles of Incorporation, Bylaws and Certificates of Formation of the Borrower, the Parent and the Servicer, as appropriate, certified by an appropriate officer of each as being a true and correct copy thereof;
(j) Certificates of good standing of the Borrower and the Servicer, respectively, dated not more than sixty (60) days prior to the date hereof;
(k) Acknowledgment copies of effective financing statements filed on or prior to the date of the initial Loan, naming the Lender as secured party and the Borrower, as debtor, or such other similar instruments or documents as may be necessary or, in the opinion of the Lender, desirable under the UCC or any comparable law of all appropriate jurisdictions;
(l) A signed copy of a certificate of the Manager of the Borrower, which shall certify the names of the officers of the Manager authorized to sign the Loan Documents on behalf of the Borrower and the other documents or certificates to be delivered hereunder pursuant to this Agreement by the Borrower, including Borrowing Requests, together with the true signatures of such officers. The Lender may rely conclusively on such certificate until it shall receive a further certificate of the Manager of the Borrower canceling or amending the prior certificate and thereunder.submitting the signatures of the officers named in such further certificate;
(ivm) A guaranty in substantially signed copy of a certificate of the form secretary or assistant secretary of Exhibit D (as amended, supplemented the Servicer which shall certify the names of the officers of the Servicer authorized to sign the Servicing Agreement and the other documents or modified from time certificates to time in accordance with its terms, the "Guaranty"), duly executed be delivered pursuant thereto by the Guarantor.Servicer or any of its officers, together with true signatures of such officers. The Lender may rely conclusively on such certificate until it shall receive a further certificate of the secretary or assistant secretary of the Servicer canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate;
(vn) A pledge agreement in substantially signed copy of an opinion of counsel for the form Borrower, addressed to the Lender;
(o) Evidence of Exhibit E (as amended, supplemented or modified from time all insurance required to time in accordance with its terms, the "Pledge Agreement"), duly executed be maintained by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed Servicer under the Uniform Commercial Code provisions of the State of Connecticut covering the Collateral described in the Pledge Servicing Agreement, ; and
(Cp) evidence that all Such other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan Parties, in form and substance satisfactory to items as shall be reasonably requested by the Lender.
(vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Lender.
Appears in 1 contract
Samples: Credit Agreement (NCO Group, Inc.)
Conditions Precedent to the Initial Loan. The obligation of the ---------------------------------------- Lender to make a the initial Loan is subject to satisfaction of the conditions precedent that the entire maximum principal amount of the Existing Facility shall have been advanced to the Borrower and that the Lender shall have received, on the Closing Date is subject to the satisfaction of the following conditions precedent before or concurrently with the making of such Loan:
(a) There shall exist no actionDate, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date the following, each dated such daythe Closing Date unless otherwise indicated, in form and substance reasonably satisfactory to the Lender:
(ia) The Note to the order of the Lender.
(ii) Certified copies of the resolutions of the Board of Directors of Credit Agreement each Loan Party approving this Agreement, the Note, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iiib) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) the resolutions of its Board of Trustees or Directors, as appropriate, approving each Loan Document to which it is a party, (ii) all documents evidencing other necessary trust or corporate action, as appropriate, and required governmental and third party approvals, licenses and consents with respect to each Loan Document to which it is a party and the transactions contemplated thereby, (iii) a copy of its and each of its Subsidiaries' declaration of trust, certificates of incorporation and By-Laws, as appropriate, as of the Closing Date, and (iv) the names and true signatures of each of its officers who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Person.
(c) A copy of the officers declaration of trust or articles or certificate of incorporation, as appropriate, of each Loan Party and of each of its Subsidiaries (if any) which is not a Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party authorized or Subsidiary, together with certificates of such official attesting to sign this Agreement, the Note, good standing of each other such Loan Document to which it is or is to be a party Party and the other documents to be delivered hereunder and thereunderSubsidiary.
(ivd) A guaranty in substantially the form Favorable opinions of Exhibit D (as amended, supplemented or modified from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantor.
(v) A pledge agreement in substantially the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect Xxxxxxxx & Worcester and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable opinion of XxXxxxxxx, Will Piper & XxxxxMarbury, counsel for to the Loan Parties, in form substantially the forms attached as Exhibit D, --------- and substance satisfactory as to such other matters as the Lender may reasonably request.
(e) A Negative Pledge Agreement in respect of each of the Hotel Facilities including, without limitation, any Approved Hotel Facilities to be acquired with the proceeds of the initial Loan, duly executed and acknowledged by the Borrower or its Subsidiary, as applicable.
(f) A copy of the Operating Lease and Management Agreement in respect of each Hotel Facility, each certified by a Responsible Officer.
(g) Evidence that the insurance required by the terms of the Collateral Documents and by Section 7.4 is in full force and effect.
(h) A written report of an investigation by an environmental consultant, reasonably acceptable to the Lender, addressing any significant environmental, health and safety violations, hazards or liabilities to which the Borrower or any of its Subsidiaries may be subject, which report shall demonstrate, to the reasonable satisfaction of the Lender, that the Borrower and its Subsidiaries and their operations are in compliance in all material respects with all applicable Environmental Laws and are not subject to any material Environmental Liabilities and Costs.
(viii) Such additional documents, information and materials as the Lender may reasonably request.
(j) The Lender shall have received evidence satisfactory to it that all costs and accrued and unpaid fees and expenses (including, without limitation, legal fees and expenses) required to be paid to the Lender under Section 10.4, to the extent then due and payable, have been paid.
(k) A favorable opinion certificate, signed by a Responsible Officer of Shearman & Sterlingthe Borrower, counsel for stating that the Administrative Agentstatements set forth in Section 4.2 (a) and (b) are true and correct on the Closing Date, in form and substance satisfactory after giving effect to the LenderLoans being made on the Closing Date.
(l) A copy of the Advisory Agreement certified by a Responsible Officer.
(m) The Subordination Agreement duly executed and acknowledged by the Borrower and the Advisor. Notwithstanding the foregoing paragraphs (f), (g) and (h), the Lender agrees that, until the Collateralization Date, the Lender shall, with respect to the Approved Hotel Facilities, rely solely on the due diligence to be performed by the underwriters and their counsel in connection with the proposed offering of up to 13,800,000 common shares of beneficial interest of the Borrower.
Appears in 1 contract
Samples: Revolving Credit Agreement (Hospitality Properties Trust)
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a the initial Loan on to the Closing Date Borrower is subject to satisfaction by the satisfaction Borrower of the following conditions precedent before or concurrently set forth in Sections 4.2 and 4.3 with respect to such Loan and the making of such Loan:
(a) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator further condition precedent that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date each of the following, each dated such day, date and in form and substance satisfactory to the Lender:
(ia) This Credit Agreement properly executed on behalf of the Borrower.
(b) The Note to Security Agreement, properly executed on behalf of the order Borrower.
(c) The Collateral Account Agreement, properly executed on behalf of the Collateral Agent, the Borrower, the Servicer and the Lender.
(d) The Servicing Agreement, properly executed on behalf of the Servicer, the Borrower and the Lender.
(e) The Exclusivity Agreement, properly executed on behalf of all parties thereto.
(f) Current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against the Borrower or the Servicer and (ii) no financing statements or other notifications or filings have been filed and remain in effect against the Borrower, other than those for which the Lender has received an appropriate release, termination or satisfaction or those permitted in accordance with Section 7.1.
(g) Certified copies of the resolutions of the Board manager(s) and members, or board of Directors directors, as appropriate, of Credit Agreement each the Borrower, evidencing approval of all Loan Party approving this Agreement, the Note, each other Loan Document Documents to which it the Borrower is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party and the other matters contemplated thereby.
(h) Certified copies of resolutions of the of the board of directors of the Servicer, evidencing approval of all Loan Documents to which the Servicer is a party and the other matters contemplated thereby.
(i) Copies of the Articles of Incorporation, Bylaws and Certificates of Formation of the Borrower, the Parent and the Servicer, as appropriate, certified by an appropriate officer of each as being a true and correct copy thereof.
(j) Certificates of good standing of the Borrower and the Servicer, respectively, dated not more than sixty (60) days prior to the date hereof.
(k) Acknowledgment copies of effective financing statements filed on or prior to the date of the initial Loan, naming the Lender as secured party and the Borrower, as debtor, or such other similar instruments or documents as may be necessary or, in the opinion of the Lender, desirable under the UCC or any comparable law of all appropriate jurisdictions.
(l) A signed copy of a certificate of the secretary or assistant secretary of the Borrower, which shall certify the names of the officers of the Borrower authorized to sign the Loan Documents and the other documents or certificates to be delivered hereunder pursuant to this Agreement by the Borrower, including Borrowing Requests, together with the true signatures of such officers. The Lender may rely conclusively on such certificate until it shall receive a further certificate of the secretary or assistant secretary of the Borrower canceling or amending the prior certificate and thereundersubmitting the signatures of the officers named in such further certificate.
(ivm) A guaranty in substantially signed copy of a certificate of the form secretary or assistant secretary of Exhibit D (as amended, supplemented the Servicer which shall certify the names of the officers of the Servicer authorized to sign the Servicing Agreement and the other documents or modified from time certificates to time in accordance with its terms, the "Guaranty"), duly executed be delivered pursuant thereto by the GuarantorServicer or any of its officers, together with true signatures of such officers. The Lender may rely conclusively on such certificate until it shall receive a further certificate of the secretary or assistant secretary of the Servicer canceling or amending the prior certificate and submitting the signatures of the officers named in such further certificate.
(vn) A pledge agreement in substantially the form signed copy of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable an opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan PartiesBorrower and the Servicer, in form and substance satisfactory addressed to the Lender.
(viio) A favorable opinion Evidence of Shearman & Sterling, counsel for all insurance required to be maintained by the Administrative Agent, in form and substance satisfactory to Servicer under the provisions of the Servicing Agreement.
(p) Such other items as shall be reasonably requested by the Lender.
Appears in 1 contract
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a its initial Loan hereunder is, in addition to the conditions precedent specified in Section 5.2 hereof and on the Closing Date is Schedule A, subject to the satisfaction fulfillment of the following conditions precedent before or concurrently with and to the making of such Loan:
(a) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation receipt by Lender of the transactions contemplated hereby.
(b) All governmental documents described below, duly executed and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date the following, each dated such day, in form and substance reasonably satisfactory to the Lender:
Lender and its counsel: (i) The Note to a Corporate Borrowing Certificate, substantially in the order form attached hereto as Schedule F, duly executed and delivered by Borrower, together with (a) copies of the Lender.
organizational and charter documents of Borrower (iie.g., Articles or Certificate of Incorporation and Bylaws), as amended through the Effective Date and (b) Certified copies a copy of the resolutions of the Board of Directors of Credit Borrower authorizing the execution, delivery and performance by Borrower of the Loan Documents; (ii) original counterparts of this Agreement each and the other Loan Party approving this AgreementDocuments (including, without limitation, the NoteWarrant, each other Loan Document substantially in the form attached hereto as Schedule E), with all schedules completed and attached thereto, and disclosing such information as is reasonably acceptable to which it Lender; (iii) UCC lien, judgment, bankruptcy and tax lien searches of Borrower from such jurisdictions or offices as Lender may reasonably request, all as of a date reasonably satisfactory to Lender and its counsel; (iv) a certificate of status or good standing of Borrower as of a date acceptable to Lender from the jurisdiction of Borrower’s organization and any foreign jurisdictions where Borrower is or is qualified to do business and the failure to be so qualified could reasonably be expected to have a partyMaterial Adverse Effect; (v) insurance certificates showing Lender as loss payee or additional insured, as applicable, on Borrower’s commercial general liability and business personal property insurance policies; (vi) filing copies (or other evidence of filing satisfactory to Lender and its counsel) of such UCC financing statements, collateral assignments, account control agreements, and of all documents evidencing other necessary corporate action and governmental approvals, if anytermination statements, with respect to the Collateral as Lender shall reasonably request; (vii) Borrower entering into a written contract with FC Bayern Munich (“FCB”), an international football team in Germany, to provide Borrower with certain exclusive rights to partner with FCB for business development; and (viii) such other documents and instruments as Lender may reasonably request to effectuate the intents and purposes of this Agreement, the Note and each other Loan Document.
(iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party Agreement and the other documents to be delivered hereunder and thereunderLoan Documents.
(iv) A guaranty in substantially the form of Exhibit D (as amended, supplemented or modified from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantor.
(v) A pledge agreement in substantially the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan Parties, in form and substance satisfactory to the Lender.
(vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Lender.
Appears in 1 contract
Samples: Loan and Security Agreement
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a its initial Loan on is, in addition to the Closing Date is conditions set forth in Section 3.2 hereof, subject to the fulfillment, to the reasonable satisfaction of Lender, or waiver of each of the following conditions precedent on or before or concurrently with the making of such LoanClosing Date:
(a) There Borrowers shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely have executed and delivered to have a Material Adverse Effect or (ii) purports to affect Lender the legality, validity or enforceability of Disclosure Statement required under this Agreement or any other Loan Document or the consummation Agreement. The form and content of the transactions contemplated hereby.Disclosure Statement shall be reasonably satisfactory to Lender;
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date Guaranty, the following, each dated such day, in form and substance satisfactory to the Lender:
(i) The Note to the order of the Lender.
(ii) Certified copies of the resolutions of the Board of Directors of Credit Agreement each Loan Party approving this Intercompany Subordination Agreement, the Note, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Security Agreement, the Note Stock Pledge Agreement, and each other Loan Document., each duly executed and delivered by each party thereto and in form and substance reasonably satisfactory to Lender;
(iiic) A certificate Lender shall have received the written opinions, dated the date of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document of counsel to which it is or is to be a party and the other documents to be delivered hereunder and thereunder.
(iv) A guaranty in substantially the form of Exhibit D (as amended, supplemented or modified from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantor.
(v) A pledge agreement in substantially the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan Parties, in form and substance reasonably satisfactory to Lender and its counsel;
(d) Lender shall have received a letter duly executed by each Loan Party authorizing Lender to file appropriate financing statements in such office or offices as may be necessary or, in the opinion of Lender, desirable to perfect the security interests to be created by the Loan Documents;
(e) Lender shall have received evidence that appropriate financing statements have been duly filed in such office or offices as may be necessary or, in the opinion of Lender, desirable to perfect the Lender.’s Liens in and to the Collateral in which a Lien can be perfected by the filing of a financing statement;
(viif) A favorable opinion Lender shall have received certified copies of Shearman & Sterlingall effective financing statements, counsel judgments or other filings with respect to any Liens which name as debtor any Loan Party and which are filed in the offices referred to in clause (d) above, together with copies of such financing statements, judgments or other filings, in each case, none of which results shall evidence Liens other than Permitted Liens;
(g) Lender shall have received a certificate of status with respect to each Loan Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction;
(h) Lender shall have received certificates of status with respect to each Loan Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party) in which its failure to be duly qualified or licensed would result in a Material Adverse Effect, which certificates shall indicate that such Loan Party is in good standing in such jurisdictions;
(i) Lender shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer of such Loan Party as being true, correct, and complete copies thereof, and to the extent available with respect to the Articles or certificate of incorporation or formation of such Loan Party, certified as of a recent date not more than thirty (30) days prior to the Closing Date by an appropriate official of the state of organization of such Loan Party;
(j) Lender shall have received a copy of the resolutions or the unanimous written consents of the board of directors or other governing body of each Loan Party, certified as of the Closing Date by a Responsible Officer of such Loan Party as being true, correct, and complete copies thereof, authorizing (A) the transactions contemplated by the Loan Documents to which such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(k) Lender shall have received a signature and incumbency certificate of the Responsible Officers of each Loan Party executing this Agreement, the Guaranty, the Intercompany Subordination Agreement, the Security Agreement, the Stock Pledge Agreement, and the other Loan Documents to which such Loan Party is a party, certified by a Responsible Officer of such Loan Party;
(l) Lender shall have received full payment of all of the fees, costs, and expenses of Lender (including the reasonable and documented fees and out-of-pocket expenses of Lender’s outside counsel) incurred in connection with the preparation, negotiation, execution, and delivery of the Loan Documents;
(m) Lender shall have received a duly executed disbursement letter with respect to the Loans to be made on the Closing Date, providing instructions to Lender with respect to the disbursement of the proceeds of such Loans;
(n) Lender shall have received a certificate executed by a Responsible Officer of each Loan Party to the effect that such Loan Party has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the execution and delivery of the Loan Documents, other than orders, consents, approvals, authorizations, or filings the failure to obtain or file, as applicable, which could not reasonably be expected to have a Material Adverse Effect;
(o) Lender shall have received a financial report prepared by Parent containing a consolidated statement of the financial condition, operations, partners’ capital and cash flows of Parent and its consolidated Subsidiaries calculated in accordance with GAAP, for the fiscal quarter ending December 31, 2012, certified by a Responsible Officer of Administrative AgentBorrower as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory to Lender;
(p) a Material Adverse Effect shall not have occurred since December 31, 2012;
(q) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened in writing that could reasonably be expected to have, in the reasonable opinion of Lender, a Material Adverse Effect; and
(r) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Lender and its counsel.
Appears in 1 contract
Samples: Credit Agreement (Silvercrest Asset Management Group Inc.)
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a its initial Loan on is, in addition to the Closing Date is conditions set forth in Section 3.2 hereof, subject to the fulfillment, to the reasonable satisfaction of Lender, or waiver of each of the following conditions precedent on or before or concurrently with the making of such LoanClosing Date:
(a) There Borrowers shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely have executed and delivered to have a Material Adverse Effect or (ii) purports to affect Lender the legality, validity or enforceability of Disclosure Statement required under this Agreement or any other Loan Document or the consummation Agreement. The form and content of the transactions contemplated hereby.Disclosure Statement shall be reasonably satisfactory to Lender;
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date Guaranty, the following, each dated such day, in form and substance satisfactory to the Lender:
(i) The Note to the order of the Lender.
(ii) Certified copies of the resolutions of the Board of Directors of Credit Agreement each Loan Party approving this Intercompany Subordination Agreement, the Note, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Security Agreement, the Note Stock Pledge Agreement, and each other Loan Document., each duly executed and delivered by each party thereto and in form and substance reasonably satisfactory to Lender;
(iiic) A certificate Lender shall have received the written opinions, dated the date of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document of counsel to which it is or is to be a party and the other documents to be delivered hereunder and thereunder.
(iv) A guaranty in substantially the form of Exhibit D (as amended, supplemented or modified from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantor.
(v) A pledge agreement in substantially the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan Parties, in form and substance reasonably satisfactory to Lender and its counsel;
(d) Lender shall have received a letter duly executed by each Loan Party authorizing Lender to file appropriate financing statements in such office or offices as may be necessary or, in the opinion of Lender, desirable to perfect the security interests to be created by the Loan Documents;
(e) Lender shall have received evidence that appropriate financing statements have been duly filed in such office or offices as may be necessary or, in the opinion of Lender, desirable to perfect the Lender.’s Liens in and to the Collateral in which a Lien can be perfected by the filing of a financing statement;
(viif) A favorable opinion Lender shall have received certified copies of Shearman & Sterlingall effective financing statements, counsel judgments or other filings with respect to any Liens which name as debtor any Loan Party and which are filed in the offices referred to in clause (d) above, together with copies of such financing statements, judgments or other filings, in each case, none of which results shall evidence Liens other than Permitted Liens;
(g) Lender shall have received a certificate of status with respect to each Loan Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction;
(h) Lender shall have received certificates of status with respect to each Loan Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party) in which its failure to be duly qualified or licensed would result in a Material Adverse Effect, which certificates shall indicate that such Loan Party is in good standing in such jurisdictions; DB2/ 43206048.6
(i) Lender shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer of such Loan Party as being true, correct, and complete copies thereof, and to the extent available with respect to the Articles or certificate of incorporation or formation of such Loan Party, certified as of a recent date not more than thirty (30) days prior to the Closing Date by an appropriate official of the state of organization of such Loan Party;
(j) Lender shall have received a copy of the resolutions or the unanimous written consents of the board of directors or other governing body of each Loan Party, certified as of the Closing Date by a Responsible Officer of such Loan Party as being true, correct, and complete copies thereof, authorizing (A) the transactions contemplated by the Loan Documents to which such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(k) Lender shall have received a signature and incumbency certificate of the Responsible Officers of each Loan Party executing this Agreement, the Guaranty, the Intercompany Subordination Agreement, the Security Agreement, the Stock Pledge Agreement, and the other Loan Documents to which such Loan Party is a party, certified by a Responsible Officer of such Loan Party;
(l) Lender shall have received full payment of all of the fees, costs, and expenses of Lender (including the reasonable and documented fees and out-of-pocket expenses of Lender’s outside counsel) incurred in connection with the preparation, negotiation, execution, and delivery of the Loan Documents;
(m) Lender shall have received a duly executed disbursement letter with respect to the Loans to be made on the Closing Date, providing instructions to Lender with respect to the disbursement of the proceeds of such Loans;
(n) Lender shall have received a certificate executed by a Responsible Officer of each Loan Party to the effect that such Loan Party has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the execution and delivery of the Loan Documents, other than orders, consents, approvals, authorizations, or filings the failure to obtain or file, as applicable, which could not reasonably be expected to have a Material Adverse Effect;
(o) Lender shall have received a financial report prepared by Parent containing a consolidated statement of the financial condition, operations, partners’ capital and cash flows of Parent and its consolidated Subsidiaries calculated in accordance with GAAP, for the fiscal quarter ending December 31, 2012, certified by a Responsible Officer of Administrative AgentBorrower as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory to Lender; DB2/ 43206048.6
(p) a Material Adverse Effect shall not have occurred since December 31, 2012;
(q) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened in writing that could reasonably be expected to have, in the reasonable opinion of Lender, a Material Adverse Effect; and
(r) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Lender and its counsel.
Appears in 1 contract
Samples: Credit Agreement (Silvercrest Asset Management Group Inc.)
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a the initial Loan on the Closing Date is subject to the satisfaction of the following conditions precedent before or concurrently with the making of such Loanthat:
(a) There The Lender shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect be satisfied with the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation corporate and legal structure and capitalization of the transactions contemplated herebyBorrower, including the terms and conditions of the charter, bylaws and each class of capital stock of the Borrower.
(b) All governmental and third party consents and approvals necessary in connection with Before giving effect to the transactions contemplated hereby by this Agreement, there shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and occurred no law or regulation shall be applicable material adverse change in the reasonable judgment business, condition (financial or otherwise), operations, performance, properties or prospects of the Lender that restrainsBorrower since December 31, prevents or imposes materially adverse conditions upon the transactions contemplated hereby1997.
(c) The Borrower shall have paid all accrued expenses of the Lender required to be paid hereunder and under any of the Loan Documents (including the invoiced reasonable those fees and expenses of counsel to the Lenderset forth in Section 7.04 hereof).
(d) The Lender shall have received on or before the Closing Date day of the initial Loan the following, each dated such daythe date of the initial Loan, in form and substance satisfactory to the Lender:.
(i) The Note duly executed by the Borrower, to the order of the Lender.
(ii) Certified copies A copy of the resolutions financial statements of the Board of Directors of Credit Agreement each Loan Party approving this AgreementBorrower for its fiscal year ending December 31, 2003, certified in a manner satisfactory to the NoteLender and all related footnotes, each notes, management letters and other Loan Document to which it is statements and disclosures prepared or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Documentmade in connection therewith.
(iii) A certificate of the Secretary or an Assistant Secretary of the Borrower that attached thereto are true and correct copies of (i) the resolutions of the Board of Directors of the Borrower approving each Loan Party certifying Document and the transaction contemplated thereby, (ii) the certificate or articles of incorporation and bylaws of the Borrowers, as amended through the date of the initial Loan and (iii) the names and true signatures of the officers of such Loan Party the Borrower authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party and the other documents to be delivered by it hereunder of each, the Lender may conclusively rely on such certificate of the Borrower until the Lender shall receive a further certification of the Secretary of Assistant Secretary of the Borrower canceling or amending the prior certificate of the Borrower and thereundersubmitting the names and signatures of the officers named in such further certificate.
(iv) A guaranty in substantially Certified copies of (i) certificate of good standing and qualification, tax clearances and comparable documents with respect to the form of Exhibit D Borrower and (as amended, supplemented or modified from time ii) all documents evidencing other necessary corporate action and governmental approvals with respect to time in accordance with its terms, each Loan Document and the "Guaranty"), duly executed by the Guarantortransactions contemplated thereby.
(ve) A pledge agreement in substantially On the form date of Exhibit E (as amendedthe initial Loan, supplemented or modified from time to time in accordance with its termsand of each subsequent Loan, the "Pledge Agreement"), duly executed by the Guarantor, together withfollowing statements shall be true:
(Ai) The representations and warranties contained in Section 4.01 of this Agreement and the Series 1996-2 Certificate referred representations and warranties contained in each Loan Document are correct on and as of the date of the Loan, before and after giving effect to therein registered in the name Loan and to the application of the proceeds therefrom, as though made on and as of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, date; and
(Cii) evidence that all other action that No event has occurred and is continuing, or would result from the Lender may deem necessary Loan or desirable from the application of the proceeds therefrom, which constitutes an Event of Default (as defined in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(viSection 6.01 hereof) A favorable opinion or would constitute an Event of XxXxxxxxx, Will & Xxxxx, counsel Default but for the Loan Parties, in form and substance satisfactory to the Lenderrequirement that notice be given or time elapse or both.
(vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Alternative Construction Company, Inc.)
Conditions Precedent to the Initial Loan. The obligation of the Lender Lenders to make a Loan on the Closing Date Initial Advance to be made by them hereunder is subject to the satisfaction of the following conditions precedent before (or concurrently with the making waiver thereof in the sole discretion of such Loan:the Lenders):
(a) There Each Lender shall exist no actionhave received its Note, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely conforming to have the requirements hereof and duly executed and delivered by a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation duly authorized Responsible Officer of the transactions contemplated hereby.Borrower and duly endorsed by each Guarantor;
(b) All governmental The representations and third party consents warranties of the Borrower contained in this Agreement and approvals necessary the other Loan Documents and those otherwise made in connection with writing by or on behalf of the transactions contemplated hereby Borrower pursuant to the provisions of this Agreement shall be correct in all material respects when made and at and as of the Closing Date, as if made at and as of the Closing Date; no Event of Default or Default shall have been obtained (without occurred and be continuing; and the imposition of any conditions that are not acceptable Borrower shall have delivered to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment Lenders a certificate of a Responsible Officer of the Lender Borrower, dated the Closing Date, certify ing that restrains, prevents or imposes materially adverse the conditions upon the transactions contemplated hereby.specified in this paragraph (b) have been fulfilled;
(c) The Borrower Lenders shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses received an opinion of counsel to the Lender).
(d) The Lender shall have received on or before Borrower, which counsel is satisfactory to the Closing Date the followingLenders, each dated such day, and which opinion is in form and substance satisfactory to the Lender:
(i) The Note Lenders and covers such matters incident to the order of the Lender.
(ii) Certified copies of the resolutions of the Board of Directors of Credit transactions contemplated by this Agreement each Loan Party approving this Agreement, the Note, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party and the other documents Loan Documents as the Lenders may request, addressed to be delivered hereunder the Lenders and thereunder.dated the Closing Date;
(ivd) A guaranty The Lenders shall have received the Borrower Security Agreement in substantially the form of Exhibit B hereto, duly executed and delivered on behalf of the Borrower by a duly authorized Responsible Officer of the Borrower, and a Subsidiary Security Agreement in the form of Exhibit C hereto, duly executed and delivered on behalf of each Guarantor by a duly authorized Responsible Officer of such Guarantor; and such Security Agreements shall be in full force and effect;
(e) The Lenders shall have received the Guarantee Agreement in the form of Exhibit D (as amended, supplemented or modified from time to time in accordance with its terms, the "Guaranty")hereto, duly executed and delivered on behalf of each Guarantor by the a duly authorized Responsible Officer of such Guarantor.; and such Guarantee Agreement shall be in full force and effect;
(vf) A pledge agreement The Lenders shall have received the Pledge Agreement in substantially the form of Exhibit Ex hibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement")hereto, duly executed and delivered on behalf of the Borrower by a duly authorized Responsible Officer of the Guarantor, together with:Borrower; and such Pledge Agreement shall be in full force and effect;
(Ag) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan Parties, in form and substance satisfactory to the Lender.
(vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Lender.i)
Appears in 1 contract
Samples: Loan Agreement (Imc Mortgage Co)
Conditions Precedent to the Initial Loan. The obligation of the each Lender to make a the Initial Loan shall not become effective until the date on the Closing Date is subject to the satisfaction which each of the following conditions, and each of the conditions precedent before set forth in Section 3.02, is satisfied (or concurrently waived in accordance with Section 11.02); PROVIDED that each of the making of such Loan:conditions set forth in this Section 3.01 shall be satisfied or waived no later than the Initial Credit Event Date.
(a) There The Administrative Agent (or its counsel) shall exist no action, suit, investigation, litigation or proceeding affecting have received from each party thereto either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect counterpart of this Agreement signed on behalf of such party or (ii) purports written evidence satisfactory to affect the legality, validity or enforceability Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement or any other Loan Document or the consummation Agreement) that such party has signed a counterpart of the transactions contemplated herebythis Agreement.
(b) All governmental The Lenders, the Administrative Agent, the Arrangers and third party consents each other Person entitled to the payment of fees or the reimbursement or payment of expenses, pursuant hereto or to that certain fee letter dated July 6, 2000 or that certain amended and approvals necessary restated supplemental fee letter date July 14, 2000, in connection each case, executed and delivered with respect to the transactions contemplated hereby credit facility provided for herein, shall have been obtained (without received all fees required to be paid by the imposition of any conditions that are not acceptable to the Lender) and shall remain in effectInitial Credit Event Date, and no law all expenses for which invoices have been presented on or regulation shall be applicable in before the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated herebyInitial Credit Event Date.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender Administrative Agent shall have received on or before the Closing Date the following, each dated such day, in form and substance satisfactory to the Lender:
(i) The Note to the order of the Lender.
(ii) Certified certified copies of the resolutions of the Board of Directors of Credit Agreement each Loan Party of the Guarantors and the Borrower approving this Agreement, the Note, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, and regulatory approvals with respect to this Agreement, the Note and each other Loan Document.
(iiid) A The Administrative Agent shall have received from each of the Borrower and the Guarantors, to the extent generally available in the relevant jurisdiction, a copy of a certificate or certificates of the Secretary of State (or other appropriate public official) of the jurisdiction of its incorporation, dated reasonably near the Initial Credit Event Date, (i) listing the charters of the Borrower or such Guarantor, as the case may be, and each amendment thereto on file in such office (and, if possible, reflecting the Merger) and certifying that such amendments are the only amendments to the Borrower's or such Guarantor's charter, as the case may be, on file in such office, and (ii) stating that the Borrower, or such Guarantor, as the case may be, is duly incorporated and in good standing under the laws of the jurisdiction of its place of incorporation.
(i) The Administrative Agent shall have received a certificate or certificates of each of the Borrower and each Guarantor, signed on behalf of the Borrower and such Guarantor respectively, by a the Secretary, an Assistant Secretary or a Responsible Officer thereof, dated the Initial Credit Event Date, certifying as to (A) the absence of any amendments to the charter of the Borrower or such Guarantor, as the case may be, since the date of the certificates referred to in paragraph (d) above, except as contemplated by the Merger Agreement or this Agreement in connection with the Transactions, (B) a true and correct copy of the bylaws of each of the Borrower or such Guarantor, as the case may be, as in effect on the Initial Credit Event Date, (C) the absence of any proceeding for the dissolution or liquidation of the Borrower or such Guarantor, as the case may be (but excluding the Guarantor Merger), (D) the truth, in all material respects, of the representations and warranties contained in the Credit Documents to which the Borrower or such Guarantor is a party, as the case may be, as though made on and as of the Initial Credit Event Date, (E) to the best knowledge of the officer signing such certificate, the truth, in all material respects, of the representations and warranties of all parties to the Merger Agreement contained therein, (1) with respect to representations and warranties that are not specifically limited to a prior date, as though made on the Initial Credit Event Date and immediately prior to the Effective Time, and (2) with respect to representations and warranties that are specifically limited to a prior date, on and as of such prior date; and (F) the absence, as of the Initial Credit Event Date, of any Default or Event of Default; and (ii) each of such certifications shall be true.
(f) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Loan Party of the Guarantors and the Borrower certifying the names and true signatures of the officers of such Loan Party Guarantor or the Borrower, as the case may be, authorized to sign sign, and signing, this Agreement, the Note, each other Loan Document to which it is or is to be a party Agreement and the other documents Credit Documents to be delivered hereunder and thereunderon or before the Initial Credit Event Date.
(g) (i) (A) all applicable waiting or appeals periods relating to the occurrence of the Effective Time shall have expired, (B) either no appeal shall have been initiated or all such appeals shall have been resolved, and (C) all requisite Governmental Authorities and other Persons shall have approved or consented to the Merger to the extent required, in each case, without the imposition of any materially burdensome or adverse conditions, (ii) all such approvals shall be in full force and effect, (iii) the Administrative Agent shall have received copies, certified by the Parent Guarantor, of all such filings made with, or approvals obtained from, any Governmental Authority in connection with the Merger as the Administrative Agent may request, and (iv) A guaranty the only events remaining to occur, or actions remaining to be taken, to effect the occurrence of the Effective Time in compliance with the Merger Agreement and with all laws and regulations (including any state anti-takeover law regulating the Merger) shall be (A) with respect to the issuance of any Commercial Paper to be issued on the Initial Credit Event Date, the acknowledgment by the Administrative Agent, on behalf of the Lenders, that the conditions set forth in this Section 3.01 have been satisfied or waived, and (B) with respect to the occurrence of the Effective Time, (1) the issuance of the Commercial Paper, (2) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger relating to the Company Merger, and (3) the filing with the Secretary of State of the State of Indiana of the Articles of Merger relating to the Parent Merger.
(h) The Administrative Agent shall have received written confirmation (i) from S&P that, immediately after the Effective Time, the Index Debt will be rated at least BBB- by S&P, and (ii) from Moody's that, immediately after the Effective Time, the Index Xxxx will be rated at least Baa3 by Moody's.
(i) The Administrative Agent shall havx xxxxxved pro forma balance sheets as of the end of the fiscal quarter immediately preceding the Initial Credit Event Date and pro forma statements of operations and cash flows for the immediately preceding fiscal year of New NiSource and its Consolidated Subsidiaries and for the period from the end of such fiscal year to the end of the fiscal quarter immediately preceding the Initial Credit Event Date, (i) giving effect to the Transactions and (ii) demonstrating that, had the Effective Time occurred on the first day of the immediately preceding fiscal year of the Parent Guarantor, each of the financial covenants set forth in Article VII would have been satisfied as at the end of such fiscal year and at the end of each succeeding fiscal quarter ending on or before the Initial Credit Event Date, certified by the chief financial officer or treasurer of the Parent Guarantor.
(j) The Administrative Agent shall have received (i) from Schiff Hardin & Waite, counsel for the Guarantors and the Borrxxxx, x xxvorxxxx opinion, substantially in the form of Exhibit D B hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request, and (ii) from the general counsel of each Subsidiary of a Credit Party that is subject to regulation as amendeda public utility, supplemented or modified from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantor.
(v) A pledge agreement in substantially the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A a favorable opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan Partiesopinion, in form and substance satisfactory to the LenderAdministrative Agent, as to the sufficiency of the approvals or consents obtained from the relevant Governmental Authorities of such State or, if no such approvals or consents were required, so stating.
(viik) A favorable opinion The Administrative Agent shall have received a certificate of Shearman & Sterlingthe Secretary or Assistant Secretary of the Borrower certifying as to (i) the aggregate Net Cash Proceeds, counsel for exclusive of Retained Proceeds, received by the Administrative AgentParent Guarantor and its Subsidiaries in respect of Reduction Events (A) on or after February 27, in form 2000, and substance satisfactory on or before the Effective Date, and (B) after the Effective Date and before the Initial Credit Event Date; and (ii) if Commercial Paper will be outstanding on the Initial Credit Event Date, the aggregate principal amount of such Commercial Paper. The occurrence of the Initial Credit Event Date shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the Lendermatters specified in paragraph (g) of this Section and that the Effective Time will occur on the Initial Credit Event Date.
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (New Nisource Inc)
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a the initial Loan on to the Closing Date Borrower is subject to satisfaction by the satisfaction Borrower of the following conditions precedent before or concurrently set forth in Sections 4.2 and 4.3 with respect to such Loan and the making of such Loan:
(a) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator further condition precedent that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date each of the following, each dated such day, date and in form and substance satisfactory to the Lender:
(ia) This Credit Agreement, properly executed on behalf of the Borrower.
(b) The Note to Security Agreement, properly executed on behalf of the order Borrower.
(c) The Servicing Agreement, properly executed on behalf of the Servicer, the Borrower and the Lender.
(d) Current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against the Borrower or (ii) no financing statements or other notifications or filings have been filed and remain in effect against the Borrower, other than those permitted in accordance with Section 7.1.
(e) Certified copies of the resolutions of the Board members of Directors the Borrower, evidencing approval of Credit Agreement each all Loan Party approving this Agreement, the Note, each other Loan Document Documents to which it the Borrower is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party and the other matters contemplated thereby.
(f) A copy of the Operating Agreement of the Borrower, certified by a Manager of the Borrower, as being a true and correct copy thereof.
(g) Certificate of existence of the Borrower dated not more than sixty (60) days prior to the date of the Original Credit Agreement, and, if required under the laws of any state, evidence satisfactory to the Lender that the Borrower is qualified to conduct its business in each state where it presently conducts such business.
(h) Acknowledgment copies of effective financing statements filed on or prior to the date of the initial Loan, naming the Lender as secured party and the Borrower, as debtor, or such other similar instruments or documents as may be necessary or, in the opinion of the Lender, desirable under the UCC or any comparable law of all appropriate jurisdictions.
(i) A signed copy of a certificate of a Manager of the Borrower which shall certify the names of the Managers of the Borrower authorized to sign the Loan Documents on behalf of the Borrower and the other documents or certificates to be delivered hereunder pursuant to this Agreement by the Borrower, including Borrowing Requests, together with the true signatures of such officers. The Lender may conclusively rely on such certificate until it shall receive a further certificate of a Manager of the Borrower canceling or amending the prior certificate and thereundersubmitting the signatures of the members named in such further certificate.
(ivj) A guaranty in substantially the form signed copy of Exhibit D (as amended, supplemented or modified from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantor.
(v) A pledge agreement in substantially the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable an opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan PartiesBorrower, addressed to the Lender, in form and substance satisfactory content acceptable to the Lender.
(viik) A favorable opinion Evidence of Shearman & Sterlingall insurance required to be maintained by the Servicer under the provisions of the Servicing Agreement.
(l) The Collateral Account Agreement, counsel for properly executed on behalf of the Administrative Borrower, the Servicer and the Collateral Agent, in form and substance satisfactory to .
(m) Such other items as shall be reasonably requested by the Lender.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Conditions Precedent to the Initial Loan. The obligation of the ---------------------------------------- Lender to make a the initial Loan is subject to satisfaction of the conditions precedent that the Lender shall have received, on the Closing Date is subject to the satisfaction of the following conditions precedent before or concurrently with the making of such Loan:
(a) There shall exist no actionDate, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date the following, each dated such daythe Closing Date unless otherwise indicated, in form and substance reasonably satisfactory to the Lender:
(ia) The Note to the order of the Lender.
(ii) Certified copies of the resolutions of the Board of Directors of Credit Agreement each Loan Party approving this Agreement, the Note, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iiib) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying (i) the resolutions of its Board of Trustees or Directors, as appropriate, approving each Loan Document to which it is a party, (ii) all documents evidencing other necessary trust or corporate action, as appropriate, and required governmental and third party approvals, licenses and consents with respect to each Loan Document to which it is a party and the transactions contemplated thereby, (iii) a copy of its and each of its Subsidiaries' declaration of trust, certificates of incorporation and By-Laws, as appropriate, as of the Closing Date, and (iv) the names and true signatures of each of its officers who has been authorized to execute and deliver any Loan Document or other document required hereunder to be executed and delivered by or on behalf of such Person.
(c) A copy of the officers declaration of trust or articles or certificate of incorporation, as appropriate, of each Loan Party and of each of its Subsidiaries (if any) which is not a Loan Party certified as of a recent date by the Secretary of State of the state of formation of such Loan Party authorized or Subsidiary, together with certificates of such official attesting to sign this Agreement, the Note, good standing of each other such Loan Document to which it is or is to be a party Party and the other documents to be delivered hereunder and thereunderSubsidiary.
(ivd) A guaranty favorable opinion of Xxxxxxxx & Worcester, counsel to the Loan Parties, in substantially the form of Exhibit D D, and as to such other matters as the Lender may reasonably request.
(e) A Negative Pledge Agreement in respect of each of the Initial Hotels, duly executed and acknowledged by the Borrower.
(f) Mortgage Documents, duly executed and acknowledged where appropriate, in respect of each of the Initial Selected Properties including, without limitation, payment of the Mortgage Payments in respect of such Initial Selected Properties.
(g) Assignment Agreements in respect of the Management Agreements for each Initial Selected Property duly executed by the Borrower or its Subsidiary, as amendedapplicable, supplemented and the Manager.
(h) Security Agreements in respect of the FF&E Reserves for each of the Initial Hotels duly executed by the Borrower or modified from time to time in accordance with its termsSubsidiary, as applicable, the "Guaranty")Operating Lessee and the Manager, provided that, to the extent -------- ---- the FF&E Reserve in respect of each Initial Selected Property is not consolidated with other FF&E Reserves, the Lender shall accept in lieu of the foregoing, Security Agreements in respect of the FF&E Reserves for each Initial Selected Property, duly executed by the Guarantor.
(v) A pledge agreement in substantially the form of Exhibit E (Borrower or its subsidiary, as amended, supplemented or modified from time to time in accordance with its termsapplicable, the "Pledge Agreement"), duly executed by Operating Lessee and the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been takenManager.
(vi) A favorable opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan Parties, in form and substance satisfactory to the Lender.
(vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Lender.
Appears in 1 contract
Samples: Revolving Credit Agreement (Hospitality Properties Trust)
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a the initial Loan on to the Closing Date Borrower is subject to satisfaction by the satisfaction Borrower of the following conditions precedent before or concurrently set forth in Sections 4.2 and 4.3 with respect to such Loan and the making of such Loan:
(a) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator further condition precedent that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date each of the following, each dated such day, date and in form and substance satisfactory to the Lender:
(ia) This Credit Agreement, properly executed on behalf of the Borrower.
(b) The Note to Security Agreement, properly executed on behalf of the order Borrower.
(c) The Servicing Agreement, properly executed on behalf of the Servicer, the Borrower and the Lender.
(d) Current searches of appropriate filing offices showing that (i) no state or federal tax liens have been filed and remain in effect against the Borrower or (ii) no financing statements or other notifications or filings have been filed and remain in effect against the Borrower, other than those permitted in accordance with Section 7.1.
(e) Certified copies of the resolutions of the Board members of Directors the Borrower, evidencing approval of Credit Agreement each all Loan Party approving this Agreement, the Note, each other Loan Document Documents to which it the Borrower is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Document.
(iii) A certificate of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party and the other matters contemplated thereby.
(f) A copy of the Operating Agreement of the Borrower, certified by a Manager of the Borrower, as being a true and correct copy thereof.
(g) Certificate of existence of the Borrower dated not more than sixty (60) days prior to the date hereof, and, if required under the laws of any state, evidence satisfactory to the Lender that the Borrower is qualified to conduct its business in each state where it presently conducts such business.
(h) Acknowledgment copies of effective financing statements filed on or prior to the date of the initial Loan, naming the Lender as secured party and the Borrower, as debtor, or such other similar instruments or documents as may be necessary or, in the opinion of the Lender, desirable under the UCC or any comparable law of all appropriate jurisdictions.
(i) A signed copy of a certificate of a Manager of the Borrower which shall certify the names of the Managers of the Borrower authorized to sign the Loan Documents on behalf of the Borrower and the other documents or certificates to be delivered hereunder pursuant to this Agreement by the Borrower, including Borrowing Requests, together with the true signatures of such officers. The Lender may conclusively rely on such certificate until it shall receive a further certificate of a Manager of the Borrower canceling or amending the prior certificate and thereundersubmitting the signatures of the members named in such further certificate.
(ivj) A guaranty in substantially the form signed copy of Exhibit D (as amended, supplemented or modified from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantor.
(v) A pledge agreement in substantially the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable an opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan PartiesBorrower, addressed to the Lender, in form and substance satisfactory content acceptable to the Lender.
(viik) A favorable opinion Evidence of Shearman & Sterlingall insurance required to be maintained by the Servicer under the provisions of the Servicing Agreement.
(l) The Collateral Account Agreement, counsel for properly executed on behalf of the Administrative Borrower, the Servicer and the Collateral Agent, in form and substance satisfactory to the Lender.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a its initial Loan on is, in addition to the Closing Date is conditions set forth in Section 3.2 hereof, subject to the fulfillment, to the reasonable satisfaction of Lender, or waiver of each of the following conditions precedent on or before or concurrently with the making of such LoanClosing Date:
(a) There Borrowers shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) is reasonably likely have executed and delivered to have a Material Adverse Effect or (ii) purports to affect Lender the legality, validity or enforceability of Disclosure Statement required under this Agreement or any other Loan Document or the consummation Agreement. The form and content of the transactions contemplated hereby.Disclosure Statement shall be reasonably satisfactory to Lender;
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date Guaranty, the following, each dated such day, in form and substance satisfactory to the Lender:
(i) The Note to the order of the Lender.
(ii) Certified copies of the resolutions of the Board of Directors of Credit Agreement each Loan Party approving this Intercompany Subordination Agreement, the Note, each other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Security Agreement, the Note Stock Pledge Agreement, and each other Loan Document., each duly executed and delivered by each party thereto and in form and substance reasonably satisfactory to Lender;
(iiic) A certificate Lender shall have received the written opinions, dated the date of the Secretary or an Assistant Secretary of each Loan Party certifying the names and true signatures of the officers of such Loan Party authorized to sign this Agreement, the Note, each other Loan Document of counsel to which it is or is to be a party and the other documents to be delivered hereunder and thereunder.
(iv) A guaranty in substantially the form of Exhibit D (as amended, supplemented or modified from time to time in accordance with its terms, the "Guaranty"), duly executed by the Guarantor.
(v) A pledge agreement in substantially the form of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form to be filed under the Uniform Commercial Code of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been taken.
(vi) A favorable opinion of XxXxxxxxx, Will & Xxxxx, counsel for the Loan Parties, in form and substance reasonably satisfactory to Lender and its counsel;
(d) Lender shall have received a letter duly executed by each Loan Party authorizing Lender to file appropriate financing statements in such office or offices as may be necessary or, in the opinion of Lender, desirable to perfect the security interests to be created by the Loan Documents;
(e) Lender shall have received evidence that appropriate financing statements have been duly filed in such office or offices as may be necessary or, in the opinion of DB2/ 42498508.4 Lender, desirable to perfect the Lender.’s Liens in and to the Collateral in which a Lien can be perfected by the filing of a financing statement;
(viif) A favorable opinion Lender shall have received certified copies of Shearman & Sterlingall effective financing statements, counsel judgments or other filings with respect to any Liens which name as debtor any Loan Party and which are filed in the offices referred to in clause (d) above, together with copies of such financing statements, judgments or other filings, in each case, none of which results shall evidence Liens other than Permitted Liens;
(g) Lender shall have received a certificate of status with respect to each Loan Party, dated within ten (10) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction;
(h) Lender shall have received certificates of status with respect to each Loan Party, each dated within thirty (30) days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party) in which its failure to be duly qualified or licensed would result in a Material Adverse Effect, which certificates shall indicate that such Loan Party is in good standing in such jurisdictions;
(i) Lender shall have received a copy of each Loan Party’s Governing Documents, certified by a Responsible Officer of such Loan Party as being true, correct, and complete copies thereof, and to the extent available with respect to the Articles or certificate of incorporation or formation of such Loan Party, certified as of a recent date not more than thirty (30) days prior to the Closing Date by an appropriate official of the state of organization of such Loan Party;
(j) Lender shall have received a copy of the resolutions or the unanimous written consents of the board of directors or other governing body of each Loan Party, certified as of the Closing Date by a Responsible Officer of such Loan Party as being true, correct, and complete copies thereof, authorizing (A) the transactions contemplated by the Loan Documents to which such Person is or will be a party, and (B) the execution, delivery and performance by such Person of each Loan Document to which such Person is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith;
(k) Lender shall have received a signature and incumbency certificate of the Responsible Officers of each Loan Party executing this Agreement, the Guaranty, the Intercompany Subordination Agreement, the Security Agreement, the Stock Pledge Agreement, and the other Loan Documents to which such Loan Party is a party, certified by a Responsible Officer of such Loan Party;
(l) Lender shall have received full payment of all of the fees, costs, and expenses of Lender (including the reasonable and documented fees and out-of-pocket expenses of DB2/ 42498508.4 Lender’s outside counsel) incurred in connection with the preparation, negotiation, execution, and delivery of the Loan Documents;
(m) Lender shall have received a duly executed disbursement letter with respect to the Loans to be made on the Closing Date, providing instructions to Lender with respect to the disbursement of the proceeds of such Loans;
(n) Lender shall have received a certificate executed by a Responsible Officer of each Loan Party to the effect that such Loan Party has obtained all orders, consents, approvals, and other authorizations and has made all filings and other notifications (governmental or otherwise) required in connection with the execution and delivery of the Loan Documents, other than orders, consents, approvals, authorizations, or filings the failure to obtain or file, as applicable, which could not reasonably be expected to have a Material Adverse Effect;
(o) Lender shall have received a financial report prepared by Parent containing a consolidated statement of the financial condition, operations, partners’ capital and cash flows of Parent and its consolidated Subsidiaries calculated in accordance with GAAP, for the fiscal quarter ending December 31, 2012, certified by a Responsible Officer of Administrative AgentBorrower as being a true and correct copy thereof, and which shall be in form and substance reasonably satisfactory to Lender;
(p) a Material Adverse Effect shall not have occurred since December 31, 2012;
(q) no litigation, inquiry, other action or proceeding (governmental or otherwise), or injunction or other restraining order shall be pending or overtly threatened in writing that could reasonably be expected to have, in the reasonable opinion of Lender, a Material Adverse Effect; and
(r) all other documents and legal matters in connection with the transactions contemplated by this Agreement shall have been delivered or executed or recorded and shall be in form and substance reasonably satisfactory to Lender and its counsel.
Appears in 1 contract
Samples: Credit Agreement (Silvercrest Asset Management Group Inc.)
Conditions Precedent to the Initial Loan. The obligation of the Lender to make a the initial Loan on to the Closing Date Borrower is subject to satisfaction by the satisfaction Borrower of the following conditions precedent before or concurrently set forth in Sections 4.2 and 4.3 with respect to such Loan and the making of such Loan:
(a) There shall exist no action, suit, investigation, litigation or proceeding affecting either Loan Party or any of their respective Subsidiaries pending or threatened before any court, governmental agency or arbitrator further condition precedent that (i) is reasonably likely to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the consummation of the transactions contemplated hereby.
(b) All governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby.
(c) The Borrower shall have paid all expenses of the Lender (including the invoiced reasonable fees and expenses of counsel to the Lender).
(d) The Lender shall have received on or before the Closing Date each of the following, each dated such day, in form and substance satisfactory to the Lender:
(ia) The Note to Security Agreement, properly executed on behalf of the order Borrower.
(b) The Collateral Account Agreement, properly executed on behalf of the Collateral Agent, the Borrower, the Servicer and the Lender.
(iic) The Servicing Agreement, properly executed on behalf of the Servicer, the Borrower and the Lender.
(d) Certified copies of the resolutions consent and agreement of all members of the Board Borrower and the Servicer, respectively, evidencing approval of Directors of Credit Agreement each all Loan Party approving this AgreementDocuments, the Note, each Servicing Agreement and the other Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement, the Note and each other Loan Documentmatters contemplated hereby.
(iiie) Copies of the operating agreement of the Borrower, certified by the managing member of the Borrower as being a true and correct copy thereof.
(f) Acknowledgment copies of effective financing statements naming the Lender as secured party and the Borrower as debtor, or such other similar instruments or documents as may be necessary or, in the opinion of the Lender, desirable under the UCC or any comparable law of all appropriate jurisdictions.
(g) A signed copy of a certificate of the Secretary or an Assistant Secretary managing member of each Loan Party certifying the Borrower which shall certify the names and true signatures of the officers members of such Loan Party the Borrower authorized to sign this Agreement, the Note, each other Loan Document to which it is or is to be a party Documents and the other documents or certificates to be delivered hereunder pursuant to this Agreement by the Borrower or any of its members, including Borrowing Requests, together with the true signatures of such members. The Lender may conclusively rely on such certificate until it shall receive a further certificate of the managing member of the Borrower canceling or amending the prior certificate and thereundersubmitting the signatures of the members named in such further certificate.
(ivh) A guaranty in substantially signed copy of a certificate of the form president of Exhibit D (as amended, supplemented the Servicer which shall certify the names of the members of the Servicer authorized to sign the Servicing Agreement and the other documents or modified from time certificates to time in accordance with its terms, the "Guaranty"), duly executed be delivered pursuant thereto by the GuarantorServicer or any of its members, together with true signatures of such members. The Lender may conclusively rely on such certificate until it shall receive a further certificate of the president of the Servicer canceling or amending the prior certificate and submitting the signatures of the members named in such further certificate.
(vi) A pledge agreement in substantially the form Payment of Exhibit E (as amended, supplemented or modified from time to time in accordance with its terms, the "Pledge Agreement"), duly executed by the Guarantor, together with:
(A) the Series 1996-2 Certificate referred to therein registered an origination fee in the name of such nominee as the Lender shall specify,
(B) executed financing statements in proper form amount equal to be filed under the Uniform Commercial Code one percent of the State of Connecticut covering the Collateral described in the Pledge Agreement, and
(C) evidence that all other action that the Lender may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created under the Pledge Agreement has been takenFacility Amount.
(vij) A favorable opinion Warrants to purchase on or before March 31, 2005 one unit of XxXxxxxxxlimited liability interests in Portfolio Recovery Associates, Will & Xxxxx, counsel for L.L.C. per $100 of the Loan Parties, in form and substance satisfactory to the LenderFacility Amount with an exercise price of $3.60 per unit.
(vii) A favorable opinion of Shearman & Sterling, counsel for the Administrative Agent, in form and substance satisfactory to the Lender.
Appears in 1 contract
Samples: Credit Agreement (Portfolio Recovery Associates Inc)
